Untitled Document

ARTICLE I – Name

The name of this organization shall be The Little Theatre of Jefferson City, Inc., located at Jefferson City, Missouri.

ARTICLE II – Purpose

The purpose of the organization shall be to promote community participation and interest in theatre through the development of musical, dramatic and technical talent of individuals and organized groups, and to provide [furnish] entertainment through the study, preparation and presentation of productions in the field of the performing arts.

ARTICLE III – Membership

Section 1.		Membership shall consist of one class: active.
Section 2.		Each member in good standing shall be allowed to participate in all activities of the organization and shall be entitled to one vote at all general membership meetings.
Section 3.		Membership shall be open to all persons upon application.
Section 4.		The annual dues for active members shall be the price of a season ticket. The price of a season ticket shall be set by the Board of Directors and shall be paid within the period of time designated by them.

ARTICLE IV – Fiscal Year

The fiscal year for The Little Theatre of Jefferson City shall run from July 1^st through June 30^th of the following year.

ARTICLE V – Board of Directors (Officers and Board Members)

Section 1.		Officers and elected members of the Board of Directors shall be selected from the membership.
Section 2.		The Board of Directors shall consist of the President, Vice President/President Elect, Executive Director, Executive Production Manager, Secretary, Treasurer, immediate Past President, and eight other elected members.
Section 3.		The President, Vice President/President Elect, Executive Director, Executive Production Manager, Secretary, Treasurer, and the eight (8) other members of the Board of Directors shall be elected by a majority vote of the general membership at the annual meeting.
Section 4.		The officers shall be elected for terms of one year. The Vice President is the president elect during his/her term as vice president. He/she shall assume the presidency after the completion of his/her term as vice-president and no further election need be held for that office except in the event of a vacancy in the office of vice president at the time of an annual meeting. When such a vacancy occurs, the office of vice president shall be assumed by the Past President for the remainder of the term. In such a case, a new vice president and president will have to be elected by a majority vote of the general membership at the next annual meeting.
Section 5.		Four (4) of the Board of Directors shall be retained at the first meeting of the general membership to serve one (1) year terms and four shall be elected to serve two (2) year terms. Thereafter four (4) shall be elected at each annual meeting of the general membership to serve two (2) year terms, giving a total membership of the Board of Directors of eight (8) plus the officers, except in the event of a vacancy, in which case additional members shall be elected to complete the term of the member having vacated an office. In the case of the immediate Past President vacating his/her office the position shall be filled by the most recent Past President willing to fill that position.
Section 6.		Officers and the eight (8) other members of the Board of Directors may be re-elected except for the president and vice president who may not succeed themselves.

ARTICLE VI – Board of Directors, Duties

Section 1.		The Board of Directors shall have charge of all business of the organization, and no contract shall be made, debt incurred, nor bill paid without its authorization. It shall be its duty to arrange for all performances. It shall be the responsibility of the Board of Directors to set the production calendar which shall set forth the number of productions to be performed, the number of performances and dates of these performances, subject to the availability of the theater. The play reading committee shall submit to the Board of Directors the entire slate for next year’s season no later than the December board meeting. Upon consultation with the various business committees and discussion of production costs, the Board of Directors shall set the price per ticket per production and the season membership price. The President, with approval of the Board of Directors, shall designate a general chairperson of each standing committee. Chairpersons of standing committees shall choose other committee members from the membership. Committees should include but not be limited to those currently in the by-laws. New committees may be established or eliminated at the discretion of the Board of Directors. It shall bet the responsibility of the President Elect to evaluate the success of each committee at the end of the year. Each committee Chairperson is to develop an operating budget for the coming year and present it to the Board of Directors for approval.
Section 2.		Vacancies occurring in any elective office during the year shall be filled by the Board of Directors for the unexpired terms, except for the position of vice president.

ARTICLE VII – Officers, Duties

Section 1.		President. The president shall preside at all meetings of the organization and of the Board of Directors. The president shall appoint the chairperson of all committees including such appointments as are required herein. The president shall within 15 days of the annual meeting assemble the Board of Directors for its first meeting of the fiscal year. The president shall be given notice of all committee meetings and the privilege of attendance. The president shall administer all policies and programs of the organization as determined by the membership or the Board of Directors or as provided in the by-laws.
Section 2.		Vice-President The vice president shall, in the absence of the president, assume all the duties and responsibilities of the president. The vice president shall serve as chairperson of the Play Reading Committee. The vice president shall serve as the chairperson of the nominating committee appointed by the president. The vice president may also serve as a chairperson of a standing committee.
Section 3.		Past President The past president shall serve as an advisor to the president. In case of the vacancy of the vice presidency, the past president shall fill the remainder of the term of the vice president. The past president or the Board’s designee shall serve as the Board of Director’s voting member to MOACT and AACT.
Section 4.		Executive Director The Executive Director shall be an officer of the organization and a member and/or advisor of all standing committees pertaining to production. The executive director shall recruit and recommend to the Board of Directors individuals to serve as directors. The executive director shall order scripts and obtain royalties for productions. The further duties and responsibilities of the executive director and directors shall be set forth in job descriptions for those positions to be adopted by the Board of Directors in accordance with Article VII Section 8a.
Section 5.		Executive Production Manager The executive production manager shall be an officer of the organization and a member and/or advisor of all standing committees pertaining to production. The duties and responsibilities of the executive production manager shall be set forth in the job description adopted by the Board of Directors in accordance with Article VII Section 8a. In addition, the executive production manager is the official representative of the Board of Directors in all matters of production not assigned elsewhere in these by-laws or in the job description adopted under Article VII Section 8a. The executive production manager shall serve as the chairperson of the Personal Properties Committee.
Section 6.		Secretary The secretary shall give notice of all meetings of the Board of Directors, annual meetings, and special meetings of the organization. The secretary shall be custodian of all meetings of the organization and of the Board of Directors. The secretary shall conduct the correspondence of the organization and shall keep a list of current Board of Directors members and The Little Theatre members and their addresses. The secretary may, if in his/her opinion the work load warrants, form a committee designated “clerical”. The secretary shall maintain a file of information pertaining to the Board of Directors including, but not limited to, minutes, correspondence, by-laws, and policies.
Section 7.		Treasurer The treasurer shall keep the accounts of the organization, shall hold its funds, and shall pay all bills approved for payment by the Board of Directors. The treasurer shall report the financial condition of the organization at the annual meeting and at such other times as the Board of Directors may order and shall keep the documents of the organization. The treasurer shall coordinate all financial accounts with those persons responsible for collection and deposit of funds.
Section 8.		Auxiliary Positions. The Board of Directors shall adopt, by majority vote, a job description for the executive director, executive production manager and director. In addition, the Board of Directors may from time to time adopt job descriptions for such other positions as it deems necessary. Each job description shall set forth the duties, responsibilities and authority of the position described. It shall be the goal of such job descriptions to delineate as clearly as possible the ultimate responsibility for the completion of each task required for a production and the chain of command to be followed. Any job description may be changed by a majority vote of the Board of Directors. The Board of Directors may select a Technical Volunteer Coordinator (TVC), who need not be a member of the Board of Directors. The TVC shall recruit people for technical positions and shall recommend changes in job descriptions as necessary. The TVC shall be responsible for keeping an up-to-date copy of all job descriptions and for seeing that each person serving in a technical position receives a copy of the job description, if any, for that position. The Board of Directors shall adopt a job description for the TVC outlining any other duties it wishes to assign.

ARTICLE VIII – Standing Committees

Section 1.		There shall be six (6) standing committees: Play Reading Membership Publicity Personal Property Historian Buildings and Grounds
Section 2.		Duties. The Play Reading Committee shall consist of six (6) members: the Vice President who shall serve as chairperson, Executive Director, Executive Production Manager, and three other members. The three other members shall be appointed as follows: at the first meeting of the Board of Directors after approval of this procedure by the general membership, the President shall appoint the three members, one for a one-year term, one for a two-year term, and one for a three-year term. Each year after that a new member shall be appointed for a three-year term. No appointee shall serve consecutive terms. It shall be the responsibility of the committee to recommend plays to the Board of Directors for the production calendar and to submit to the Board of Directors the entire slate for next year’s season no later than the December board meeting in accordance with Article VI Section 1a. The Membership Committee shall consist of two (2) members, one for a two-year term and one for a one-year term. Each year a new member will be added for a two-year term. Appointment to this committee shall be made by the president who shall designate the chairperson. The committee shall enlist the aid of as many general members as it desires to maintain and cultivate a successful membership roster. The committee shall keep complete and accurate records of membership names, categories, and addresses, and shall oversee all direct mailings, including newsletters. The Publicity Committee shall consist of as many members as the chairperson deems necessary. It shall be the responsibility of the committee to arrange for news media coverage, paid or of promotional nature, all placements of placards, notification to clubs and social organizations and by any means acceptable and in good taste to apprise the general public of the organization and its productions and production dates. The Personal Property Committee shall consist of as many members as the chairperson deems necessary. The Executive Production Manager shall serve as the chairperson of this committee. The committee shall be directly responsible to the Board of Directors for the storage, maintenance and disposition of all scenery, stage lighting, stage properties, sound and musical equipment, costumes, make-up, scores, books, and all other properties owned or rented or otherwise acquired by the organization for its performances. The committee shall take and maintain an inventory of all production properties. It shall establish policies to guard against loss or abuse of such properties. The Historian shall establish a file on every production beginning the day selection is officially made. The file, upon completion, shall contain copies of all news media publicity, a notation of all placard publicity, the kind, size, and place of display, critic’s review, if any, a copy of the program, a sample of the ticket, marquee, a pictorial record such as a scrapbook, and any other information which, in the Historian’s opinion, may be pertinent or helpful. The Building and Grounds committee shall consist of four (4) members. The duties of the committee shall be to maintain supplies, assure cleanliness of the building, and do periodic maintenance checks. At least one member of the Building and Grounds Committee shall be a member of The Little Theatre Long-Range Planning Committee.

ARTICLE IX – Auditions

Auditions shall be open to all persons, and any person desiring to audition is required to complete an audition questionnaire that becomes the property of the organization. Membership is not necessary for auditions.

ARTICLE X – Meetings

Section 1.		Types and purposes of Board of Directors meetings. The President shall at the first meeting of the Board of Directors, during his/her term of office, establish a schedule for general business meetings of the Board of Directors throughout his/her term. The Board of Directors shall meet a minimum of nine times per year. Special meetings of the Board of Directors may be convened by the President or three or more members of the Board of Directors by giving three (3) days advance written notice. Written notice of should contain a statement of the specific purpose for which the meeting is called. No business may be transacted at a special meeting of the Board of Directors which is not encompassed in the statement of purpose set out in the notice of same. Any purported action, resolution, motion or decision attempted to be adopted by the Board of Directors at such meeting, which is inconsistent with the statement of purpose set out in the motion, shall be deemed null and void. The statement in letter c is the highlighted section in letter b.
Section 2.		There shall be an annual meeting of the general membership. The date, place and hour of the annual meeting shall be determined by the Board of Directors, for the purpose of election of officers and the transaction of such other business as shall be regularly presented. Notice of the annual meeting shall be sent to each member ten (10) or more days before the time fixed for the meeting and shall contain the names of the nominees approved by the Board of Directors.
Section 3.		The Board of Directors may call special meetings of the membership under the same restrictions set out for special meetings of the Board of Directors in Article X [IX], Section 1, paragraphs b and c.

ARTICLE XI – Quorum

Section 1.		Fifteen (15) active members present at the general meeting of the membership shall constitute a quorum.
Section 2.		Eight (8) of the members of the Board of Directors present at a Board of Directors meeting shall constitute a quorum.

ARTICLE XII – Rules

Robert’s Rules of Order shall govern where by-laws do not cover a given situation. A current copy shall be retained by the secretary and one in The Little Theatre office.

ARTICLE XIII – Amendments

These by-laws may be amended at a general meeting of the membership called for that purpose upon thirty (30) days notice to each member relative to the proposed amendment. A simple majority of those present at a duly constituted general meeting is necessary to carry any proposed amendment.

ARTICLE XIV – Elections

Section 1.		Sixty (60) days prior to the annual meeting, the President shall appoint a nominating committee of at least four (4) but not more than six (6) active members to prepare a slate of nominees for expiring terms of offices and members of the Board of Directors. The nominating committee shall report its recommendations to the Board of Directors at a meeting at least one month before the annual meeting for the Board of Director’s approval or disapproval.
Section 2.		At the annual meeting, the names of the nominees approved by the Board of Directors shall be displayed in a prominent place. Nominations for each vacancy shall be accepted from the general membership at the annual meeting and the names of those so nominated shall be displayed on the same medium as the names recommended by the Board of Directors.
Section 3.		Balloting shall be on a blank sheet of paper with each member casting one vote for each listed vacancy.
Section 4.		Only current members of The Little Theatre of Jefferson City may vote.

ARTICLE XV – Building Fund

There is hereby established The Little Theatre of Jefferson City Building Fund. Said Building Fund shall be an interest bearing account administered by the Treasurer at the direction of the Board of Directors. There shall be placed in the Building Fund moneys in the amount of five percent (5%) of the total amount of membership fees collected at the beginning of each of The Little Theatre of Jefferson City’s production year, providing the amount of funds in the General Account is sufficient for stable operation of The Little Theatre of Jefferson City as determined by the Board of Directors. In the event the Board finds that the operation of The Little Theatre of Jefferson City would suffer from such a placement of funds, a minimum of five (5%) of the net income received after expenses of each and every production of The Little Theatre of Jefferson City shall be placed in the Building Fund account. Additional moneys may be placed in the Building Fund at the discretion of the Board of Directors. The moneys of the Building Fund and all interest accruing therefrom shall be used to purchase land, to construct a theater upon such land, or to purchase a building suitable for a theater, and all costs and expense inherent thereto, and shall not be used for any other purpose whatsoever.